万科海外(01036) - 2024 - 中期财报

Company Information This section provides key corporate governance details including board members, auditors, legal advisors, and banking relationships, noting recent board changes Board of Directors and Management This section lists the company's board members, auditors, legal advisors, principal bankers, and company secretary, highlighting recent changes in independent non-executive directors - Board member changes: Mr. Cheng Xiaoyuan was appointed as an Independent Non-executive Director, Ms. Luo Zhiyan resigned as an Independent Non-executive Director, and Ms. Ye Kaiwen was appointed as an alternate director for Mr. Sun Jia, effective May 23, 2024[2][69] - The principal auditor is KPMG, and the principal banker is Bank of China (Hong Kong) Limited[2] Management Discussion and Analysis This section reviews the Group's operational and financial performance for the six months ended June 30, 2024, covering asset management, property investments, and development Business Review The Group continued to provide asset management services and held property interests in Hong Kong and San Francisco, with total revenue decreasing by 9% year-on-year | Indicator | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 165,200 | 181,800 | -9% | - Revenue decline primarily due to zero interest income from investment instruments and reduced asset management service income, as Vanke Hong Kong's contracting parties decreased investment capital in UK and US projects[4] - The V serviced apartments and hotel, which commenced operations in September 2023, contributed new revenue this period[4] Asset Management The Group provides asset management services to Vanke Hong Kong, with revenue decreasing by 13% but segment profit increasing by 3% due to reduced operating expenses Asset Management Business Performance | Indicator | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 95,300 | 109,600 | -13% | | Segment Profit | 32,600 | 31,700 | +3% | - Revenue decreased primarily due to a reduction in the total investment capital of Vanke Hong Kong's contracting parties in related projects in the UK and US[5] - Segment profit increased mainly due to reduced direct operating expenses of the asset management team[5] Property Investment Property investment, primarily Regent Centre, saw a significant decrease in net gain from property sales and a slight decline in occupancy and average rent Regent Centre Property Investment Performance | Indicator | 2024 H1 | 2023 H1 | YoY Change | | :--- | :--- | :--- | :--- | | Net gain from disposal | HKD 1.3 million | HKD 7.9 million | Significant decrease | | Occupancy Rate (as of June 30) | 91% | 95% | -4 percentage points | | Average Rent (per sq ft) | HKD 9.4 | HKD 9.5 | Slight decrease | | Total Rental Income | HKD 46 million | HKD 48.8 million | -5.7% | | Segment Profit (before fair value changes) | HKD 23.1 million | HKD 24.8 million | -7% | - The fair value of Regent Centre remained at approximately HKD 1,993.1 million, but the fair value gain decreased from HKD 74.3 million in the prior period to HKD 9.9 million[4] Property Development Property development projects, including TW6, Mission, The Square I, and Hin Wo Lane, saw a 20% reduction in overall segment loss, despite a provision for The Square I Key Property Development Project Data | Project | 2024 H1 Performance | 2023 H1 Performance | Remarks | | :--- | :--- | :--- | :--- | | TW6 Associate Investment Total | HKD 32.7 million | HKD 170 million | Decrease mainly due to repayment of amounts due from Goldrich and receipt of HKD 133.4 million in dividends from Ultimate Vantage | | Mission Street Group Share of Loss | HKD 21.4 million | HKD 109.2 million | Loss reduction mainly because the fair value decrease in the prior period did not recur | | The Square I Provision | HKD 72 million | None | Written down to net realizable value due to local market factors | | Segment Loss | HKD 94.8 million | HKD 117.9 million | 20% YoY decrease | - All units at The Pavilia Farm (TW6) have been sold and delivered to buyers, with Goldrich continuing to provide mortgage financing[7] - The Square I and Hin Wo Lane properties are both under development and will be redeveloped into residential properties[8] Hotel and Serviced Apartments The V, which commenced operations in September 2023, performed well with an 88% average occupancy rate and HKD 902 average room rate, contributing HKD 23.9 million in revenue The V Serviced Apartments and Hotel Operating Data | Indicator | 2024 H1 | 2023 H1 | | :--- | :--- | :--- | | Average Occupancy Rate | 88% | N/A | | Average Room Rate | HKD 902 | N/A | | Revenue | HKD 23.9 million | N/A | | Segment Profit | HKD 3.3 million | N/A | - The V commenced operations in September 2023, contributing revenue and profit for the first time this period[9] Head Office and Corporate Expenses Head office and corporate expenses significantly decreased by 57.3% year-on-year, primarily due to a reduction in average headcount and associated costs Head Office and Corporate Expenses Comparison | Indicator | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Head Office and Corporate Expenses | 3,800 | 8,900 | -57.3% | | Average Headcount | 6 | 8 | -25% | Finance Income Finance income increased by 43.5% year-on-year, mainly driven by higher interest income from bank deposits and balances due to rising bank interest rates Finance Income Comparison | Indicator | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Finance Income | 12,200 | 8,500 | +43.5% | | Interest Income from Bank Deposits and Balances | 11,600 | 7,700 | +50.6% | - The increase in finance income is primarily due to rising bank interest rates[11] Events After Reporting Period No significant events occurred after the reporting period that would materially affect the Group's operations, results, or financial position - No material events after the reporting period[12] Financial Review The Group's financial position shows a slight decrease in shareholders' equity and a minor increase in interest-bearing borrowings, maintaining a low debt-to-equity ratio and strong liquidity | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Equity Attributable to Shareholders | 4,242,700 | 4,295,600 | Decrease of 52,900 | | Interest-bearing Bank and Other Borrowings | 387,200 | 385,400 | Increase of 1,800 | | Bank Balances and Cash | 479,500 | 610,300 | Decrease of 130,800 | | Debt-to-Equity Ratio | 9.1% | 9.0% | Slight increase | | Net Debt-to-Total Equity Ratio | Zero | Zero | Unchanged | - Shareholders' equity decreased primarily due to a loss for the period of approximately HKD 29.5 million and the declaration of a 2023 final dividend of approximately HKD 23.4 million[12] - All outstanding bank loans totaling HKD 353.814 million are due within one year[14] - The V and The Square I are currently unencumbered, providing additional cash resources for the Group[15] Liquidity, Financial Resources, Gearing Ratio and Capital Structure The Group maintains strong liquidity with ample bank balances and cash, and a stable capital structure with a low debt-to-equity ratio despite a slight increase in borrowings Liquidity and Debt Structure | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Equity Attributable to Shareholders | 4,242,700 | 4,295,600 | | Interest-bearing Bank and Other Borrowings | 387,200 | 385,400 | | Bank Balances and Cash | 479,500 | 610,300 | | Debt-to-Equity Ratio | 9.1% | 9.0% | | Net Debt-to-Total Equity Ratio | Zero | Zero | - Total outstanding bank loans of HKD 353.814 million are due within one year[14] Exchange Rate Fluctuation Risk The Group operates in Hong Kong, the US, and the UK, exposing it to foreign exchange risks from assets and liabilities denominated in HKD, USD, and GBP - The Group faces foreign exchange risk from assets and liabilities denominated in HKD, USD, and GBP[16] Capital Commitments As of June 30, 2024, the Group had no contractual commitments, a significant reduction from HKD 6.9 million at December 31, 2023 Capital Commitments Comparison | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Contractual Commitments | 0 | 6,900 | Contingent Liabilities and Financial Guarantees The Company provides bank financing guarantees for its wholly-owned subsidiaries and joint ventures, with HKD 354 million utilized for subsidiaries and HKD 314.8 million for joint ventures Contingent Liabilities and Financial Guarantees | Guaranteed Party | Financing Limit (HKD thousands) | Utilized Amount (HKD thousands) | | :--- | :--- | :--- | | Wholly-owned Subsidiaries | 707,600 | 354,000 | | Joint Ventures (50% indirectly held) | 744,600 | 314,800 | Pledge of Assets The Group's bank loans are secured by the entire share capital of subsidiaries holding Regent Centre, their holding companies, and a floating charge over all rent-related receivables - The share capital of Regent Centre-related subsidiaries and their holding companies, along with all rent-related receivables, are pledged for bank loans[20] Material Investments, Acquisitions and Disposals of Subsidiaries and Associates During the reporting period, the Group did not hold any material investments nor undertake any significant acquisitions or disposals of subsidiaries and associates - No material investments, acquisitions, or disposals during the reporting period[20] Employees and Remuneration Policy The Group's headcount remained at 98 employees, with total staff costs decreasing by 10% year-on-year, as Vanke Hong Kong no longer charges for administrative support Employee and Remuneration Data | Indicator | June 30, 2024 | June 30, 2023 | YoY Change | | :--- | :--- | :--- | :--- | | Number of Employees | 98 | 98 | No change | | Staff Costs (HKD thousands) | 60,300 | 67,000 | -10% | - Vanke Hong Kong no longer charges for administrative and management support, with related expenses now directly paid by the Group[21] Outlook The company anticipates an uncertain market in 2024 due to high interest rates and geopolitical tensions, but maintains a sound financial position and will pursue value-accretive investment opportunities - The 2024 market environment is full of uncertainties, influenced by high interest rates, tight monetary policies, and geopolitical tensions[23] - The Hong Kong property market faces pressure, with buyers adopting a wait-and-see approach, and property prices are expected to face pressure in the second half of the year[23] - The Group maintains a sound financial position and will continue to seek investment opportunities that create value for shareholders[23] - Occupancy rates and average rents for Regent Centre and The V are expected to remain stable in the second half of the year[23] - Sales of The Square I residential property are expected to contribute revenue in the second half of the year[23] - The asset management business is expected to generate stable revenue and profit in the second half of the year[23] Review Report on Interim Financial Information KPMG reviewed the Group's interim financial information for the six months ended June 30, 2024, in accordance with HKSRS 2410, without expressing an audit opinion Introduction and Scope of Review KPMG reviewed the interim financial information according to HKSRS 2410, noting that the scope is less than an audit and thus no audit opinion is expressed - The interim financial information has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[24][25] - The scope of a review is less than an audit, therefore no audit opinion is expressed[25] Conclusion Based on the review, KPMG found no matters suggesting the interim financial information was not prepared in all material respects according to IAS 34 and HKAS 34 - The review concluded that the interim financial information was prepared in all material respects in accordance with International Accounting Standard 34 and Hong Kong Accounting Standard 34[26] Consolidated Financial Statements This section presents the Group's consolidated financial performance, position, and cash flows for the interim period, showing a shift from profit to loss Consolidated Statement of Profit or Loss The Group reported a loss of HKD 29.323 million for the six months ended June 30, 2024, a significant decline from a profit in the prior year, driven by increased expenses and reduced fair value gains Key Consolidated Statement of Profit or Loss Data | Indicator | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 165,160 | 181,799 | -9.1% | | Gross Profit | 73,281 | 92,238 | -20.5% | | Operating Profit | 3,650 | 132,105 | -97.2% | | (Loss)/Profit Before Taxation | (18,106) | 11,782 | Shift from profit to loss | | (Loss)/Profit for the Period | (29,323) | 2,535 | Shift from profit to loss | | (Loss)/Earnings Per Share | (0.08) | 0.01 | Shift from profit to loss | - Administrative and other operating expenses significantly increased from HKD 43.292 million to HKD 83.502 million[27] - Fair value gain on investment properties decreased from HKD 74.303 million to HKD 9.900 million[27] - Share of loss of associates decreased from HKD 109.210 million to HKD 21.374 million, positively contributing to the narrowing of the loss[27] Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's total comprehensive loss for the period was HKD 29.501 million, a reversal from a gain in the prior year, primarily due to the period's loss and exchange differences Key Consolidated Statement of Profit or Loss and Other Comprehensive Income Data | Indicator | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | | :--- | :--- | :--- | | (Loss)/Profit for the Period | (29,323) | 2,535 | | Exchange differences on translation of financial statements of overseas subsidiaries | (178) | 1,037 | | Total Comprehensive Income for the Period | (29,501) | 3,572 | - Total comprehensive income for the period shifted from a gain to a loss, primarily reflecting the deterioration in operating performance during the period[29] Consolidated Statement of Financial Position As of June 30, 2024, the Group's total assets less current liabilities decreased, with a slight reduction in net assets primarily due to decreased interests in associates and increased current bank loans Key Consolidated Statement of Financial Position Data | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 3,353,329 | 3,481,429 | Decrease of 128,100 | | Investment Properties | 1,993,100 | 1,993,100 | No change | | Interests in Associates | 109,458 | 251,936 | Decrease of 142,478 | | Current Assets | 1,544,908 | 1,629,894 | Decrease of 84,986 | | Bank Balances and Cash | 479,527 | 610,286 | Decrease of 130,759 | | Current Liabilities | (582,836) | (386,349) | Increase of 196,487 | | Bank Loans (Current) | (353,814) | 0 | New | | Net Assets | 4,242,751 | 4,295,624 | Decrease of 52,873 | - Interests in associates significantly decreased, primarily reflecting the reduction in TW6 associate investment[30][7] - Current bank loans increased from zero to HKD 353.814 million, indicating a reclassification of long-term debt to short-term[30][14] Consolidated Statement of Changes in Equity Total equity attributable to company shareholders decreased from HKD 4,295.625 million at the beginning of the period to HKD 4,242.752 million at period-end, mainly due to the loss for the period and dividend payments Consolidated Equity Changes | Indicator | Jan 1, 2024 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Equity Attributable to Company Shareholders | 4,295,625 | 4,242,752 | | Loss for the Period | - | (29,323) | | Other Comprehensive Income | - | (178) | | Approved Final Dividend for Previous Year | - | (23,372) | - The decrease in equity is primarily attributed to the loss for the period and the approved final dividend payment[33] Condensed Consolidated Statement of Cash Flows The Group experienced a net decrease in cash and cash equivalents of HKD 130.589 million, with net cash outflows from operating, investing, and financing activities Key Condensed Consolidated Statement of Cash Flows Data | Activity Type | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | | :--- | :--- | :--- | | Net Cash (Used in)/Generated from Operating Activities | (98,764) | 4,007 | | Net Cash (Used in)/Generated from Investing Activities | (254) | 11,042 | | Net Cash Used in Financing Activities | (31,571) | (54,948) | | Net Decrease in Cash and Cash Equivalents | (130,589) | (39,899) | | Cash and Cash Equivalents at End of Period | 479,527 | 546,192 | - Operating activities shifted from cash inflow to cash outflow in the prior period, which is the primary reason for the cash decrease this period[34] - Major non-cash transactions included HKD 133.4 million in dividends receivable from an associate, settled through current accounts[34] Notes to the Unaudited Interim Financial Information This section provides detailed notes to the interim financial statements, covering general information, basis of preparation, segment information, and other financial disclosures General Information The Company, incorporated in the Cayman Islands and listed on HKEX, primarily engages in asset management, property development, and property investment, with China Vanke Co., Ltd. as its ultimate holding company - The Company primarily engages in asset management, property development, and property investment[37] - China Vanke Co., Ltd. is the ultimate holding company of the Company[37] Basis of Preparation The interim financial information is prepared in accordance with IAS 34 and HKAS 34, and complies with HKEX Listing Rules disclosure requirements, with no significant accounting policy changes - The interim financial information is prepared in accordance with International Accounting Standard 34 and Hong Kong Accounting Standard 34[38] - Amendments to IFRS effective for the current accounting period had no material impact on the Group's results or financial position[38] Revenue and Segment Information Group revenue, primarily from asset management fees, hotel and serviced apartment income, and investment property rental income, decreased by 9.1% year-on-year, with new contributions from hotel operations Revenue Composition and Segment Performance | Revenue Source | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | | :--- | :--- | :--- | | Asset Management Fee Income | 95,254 | 109,620 | | Hotel and Serviced Apartments Income | 23,896 | 0 | | Rental Income from Investment Properties | 37,714 | 40,036 | | Total Revenue | 165,160 | 181,799 | | Property Investment Segment Performance | 33,043 | 99,134 | | Property Development Segment Performance | (94,829) | (117,892) | | Asset Management Segment Performance | 32,616 | 31,746 | | Hotel and Serviced Apartments Segment Performance | 3,332 | 0 | - Asset management segment revenue decreased by 13%, mainly due to reduced investment capital by Vanke Hong Kong's contracting parties in related projects in the UK and US[39][5] - The hotel and serviced apartments segment is a new revenue source this period, contributing HKD 23.896 million[39] - Property development segment loss narrowed, mainly because the fair value decrease of Mission in the prior period did not recur[43][8] Other Income and Net Gains Other income and net gains decreased to HKD 3.971 million from HKD 8.856 million in the prior year, primarily due to a reduction in net gain from disposal of investment properties Other Income and Net Gains Comparison | Income Source | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | | :--- | :--- | :--- | | Net gain from disposal of investment properties | 1,301 | 7,897 | | Other management fee income from associated companies | 2,179 | 870 | | Total | 3,971 | 8,856 | - The significant reduction in net gain from disposal of investment properties is the main reason for the decrease in other income and net gains[46] Loss/Profit Before Taxation The Group reported a loss before taxation of HKD 18.106 million, a reversal from a profit in the prior year, mainly due to increased depreciation, finance costs, and a provision for properties under development Loss/Profit Before Taxation Components | Indicator | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | | :--- | :--- | :--- | | Finance Income | 12,192 | 8,472 | | Finance Costs | (12,564) | (19,570) | | Depreciation | 18,057 | 5,804 | | Salaries, Wages and Other Benefits | 56,905 | 63,631 | | Provision for Properties Under Development | 72,000 | 0 | - Finance costs decreased year-on-year, but a provision for properties under development of HKD 72 million was a significant factor in the shift from profit to loss[47] - Depreciation expenses significantly increased, primarily from owned property, plant, and equipment[47] Income Tax Income tax expense increased to HKD 11.217 million from HKD 9.247 million in the prior year, primarily due to increased overseas tax provisions Income Tax Components | Tax Type | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 1,536 | 1,057 | | Overseas Tax | 9,591 | 7,684 | | Deferred Tax | 90 | 506 | | Total | 11,217 | 9,247 | - Increased overseas tax provisions are the main reason for the rise in income tax expense[48] Loss/Earnings Per Share The Group reported a basic loss per share of HKD 0.08, a shift from earnings per share of HKD 0.01 in the prior year, with diluted loss per share being the same due to no dilutive potential shares Loss/Earnings Per Share Comparison | Indicator | 2024 H1 | 2023 H1 | | :--- | :--- | :--- | | Basic (Loss)/Earnings Per Share | (HKD 0.08) | HKD 0.01 | | Diluted (Loss)/Earnings Per Share | (HKD 0.08) | HKD 0.01 | - Earnings per share shifted from positive to negative, reflecting the deterioration in operating performance this period[50] Dividends The directors do not recommend an interim dividend for the period, but a final dividend of HKD 0.06 per share for the previous year, totaling HKD 23.372 million, was approved - The directors do not recommend an interim dividend[51] Approved Final Dividends | Year | Dividend Per Share | Total Amount (HKD thousands) | | :--- | :--- | :--- | | 2023 | HKD 0.06 | 23,372 | | 2022 | HKD 0.09 | 35,058 | Investment Properties The Group's investment properties were revalued at HKD 1,993.1 million as of June 30, 2024, with a fair value gain of HKD 9.9 million recorded from partial disposals during the period Investment Property Movements | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Beginning of Period | 1,993,100 | 1,994,300 | | Disposals | (9,900) | (57,403) | | Fair Value Gain | 9,900 | 54,268 | | End of Period | 1,993,100 | 1,993,100 | - The valuation method for investment properties remains unchanged, performed by external valuer JLL[52] Interests in Associates and Amounts Due From/To Associates As of June 30, 2024, the Group's interests in associates significantly decreased to HKD 109.458 million, with a reduction in amounts due from Goldrich and a substantial decrease in amounts due to Ultimate Vantage Limited Associate Interests and Intercompany Balances | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Share of Net Assets | 78,202 | 216,966 | | Amount Due from an Associate (Non-current) | 31,256 | 34,970 | | Total Interests in Associates | 109,458 | 251,936 | | Amount Due to Ultimate Vantage Limited (Current) | 1,434 | 134,834 | - The amount due from Goldrich is unsecured, interest-bearing at the Hong Kong prime rate minus 2.1% per annum[54] - The amount due to Ultimate Vantage Limited is unsecured, non-interest bearing, and repayable on demand, with a significant decrease this period[55] Properties Under Development Properties under development were valued at HKD 973.073 million, with a provision of HKD 72 million and additions of HKD 105.416 million during the period Properties Under Development Movements | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Beginning of Period | 939,657 | 796,700 | | Provision | (72,000) | 0 | | Additions | 105,416 | 142,957 | | End of Period | 973,073 | 939,657 | - Properties under development are located at 221-223 Yee Kuk Street, Sham Shui Po, Kowloon, Hong Kong[55] - HKD 455.316 million is expected to be recovered within one year, with the remainder after one year[56] Trade and Other Receivables Total trade and other receivables increased to HKD 89.426 million, primarily driven by increases in prepayments and amounts due from related companies Trade and Other Receivables Composition | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade Receivables | 1,593 | 1,445 | | Prepayments | 25,959 | 9,364 | | Amounts Due from an Intermediate Holding Company | 29,227 | 32,055 | | Amounts Due from Fellow Subsidiaries | 20,049 | 23,052 | | Total | 89,426 | 76,668 | - Trade receivables are due within 15 to 90 days from the date of revenue recognition[57] - Amounts due from the intermediate holding company and fellow subsidiaries are unsecured, non-interest bearing, and repayable on demand[58] Trade and Other Payables Total trade and other payables significantly decreased to HKD 148.115 million, mainly due to reductions in amounts due to an associate and related companies Trade and Other Payables Composition | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade Payables | 23,491 | 32,620 | | Accrued Expenses | 55,705 | 71,147 | | Amount Due to an Associate | 1,434 | 134,834 | | Amount Due to an Intermediate Holding Company | 16,139 | 37,319 | | Total | 148,115 | 328,517 | - The significant decrease in the amount due to an associate is the main reason for the decline in total payables[60] - Amounts due to related companies are unsecured, non-interest bearing, and repayable on demand[61] Commitments As of June 30, 2024, the Group had no contracted commitments for the construction of property, plant, and equipment, a significant reduction from HKD 6.875 million at December 31, 2023 Contracted Construction Commitments Comparison | Indicator | June 30, 2024 (HKD thousands) | Dec 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Contracted Construction for Property, Plant and Equipment | 0 | 6,875 | Significant Related Party Transactions The Group engaged in several significant related party transactions, primarily involving asset management fee income and key management personnel remuneration, with a decrease in asset management fees received from related parties Significant Related Party Transactions | Transaction Type | 2024 H1 (HKD thousands) | 2023 H1 (HKD thousands) | | :--- | :--- | :--- | | Asset Management Fee Income Received from/Receivable from Intermediate Holding Company | 58,077 | 63,639 | | Asset Management Fee Income Received from/Receivable from Fellow Subsidiaries | 37,177 | 45,981 | | Management and Administrative Fees Payable to an Intermediate Holding Company | 0 | 3,459 | | Key Management Personnel Remuneration | 805 | 825 | - Asset management fee income is charged on terms agreed between the parties[64] - No management and administrative fees were payable to Vanke Hong Kong this period, as all administrative expenses are directly paid by the Group[21][65] Other Information This section covers additional disclosures including the review of interim financial information, compliance with corporate governance codes, and directors' interests Review of Interim Financial Information The Group's interim financial information, though unaudited, was reviewed by KPMG and the Audit Committee, with no disagreements - The interim financial information has been reviewed by KPMG and the Company's Audit Committee, with no disagreements[66] Compliance with Corporate Governance Code The Company has complied with the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules throughout the reporting period - The Company complied with the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules during the reporting period[67] Compliance with Model Code for Securities Transactions by Directors All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules during the reporting period - All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the reporting period[68] Purchase, Sale or Redemption of Shares Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's shares during the reporting period - Neither the Company nor its subsidiaries engaged in share purchase, sale, or redemption during the reporting period[69] Update on Directors' Information Pursuant to Rule 13.51B(1) of the Listing Rules Directors' information was updated to reflect Ms. Luo Zhiyan's resignation, Mr. Cheng Xiaoyuan's appointment as INED, and Ms. Ye Kaiwen's appointment as alternate director for Mr. Sun Jia, effective May 23, 2024 - Board changes include Ms. Luo Zhiyan's resignation, Mr. Cheng Xiaoyuan's appointment as an Independent Non-executive Director, and Ms. Ye Kaiwen's appointment as an alternate director for Mr. Sun Jia[69] Directors' Interests in Shares or Debentures As of June 30, 2024, certain directors held interests in the Company's or its associated corporations' shares, including Mr. Cheng Xiaoyuan's 0.09601% stake in the Company Directors' Interests in the Company | Director Name | Number of Ordinary Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | | Cheng Xiaoyuan | 374,000 | 0.09601% | Directors' Interests in Associated Corporations | Director Name | Name of Associated Corporation | Share Class | Number of Ordinary Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Sun Jia | Vanke | A Shares | 5,800 | 0.00006% | | Ding Changfeng | Vanke | A Shares | 1,037,660 | 0.01067% | | Han Huihua | Vanke | A Shares | 141,000 | 0.00145% | | Cheng Xiaoyuan | Vanke Service Group Co., Ltd. | H Shares | 12,000 | 0.00102% | Directors' Rights to Acquire Shares or Debentures Mr. Sun Jia, Ms. Ye Kaiwen, Mr. Ding Changfeng, and Ms. Han Huihua are beneficiaries of Vanke's Business Partner Scheme, with no other arrangements for directors to acquire shares or debentures - Sun Jia, Ye Kaiwen, Ding Changfeng, and Han Huihua are beneficiaries of Vanke's Business Partner Scheme[74] - During the reporting period, the Company had no share schemes or other arrangements enabling directors to benefit from acquiring shares or debentures[74] Major Shareholders' Interests and Short Positions Discloseable Under the SFO As of June 30, 2024, Vanke held 75.0% of the Company's shares through its indirect wholly-owned subsidiary, and CITIC Securities Company Limited held 7.72% through its subsidiaries, making them major shareholders Major Shareholders' Interests | Major Shareholder Name | Nature of Interest | Total Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Vanke | Interest in controlled corporation | 292,145,949 | 75.0% | | CITIC Securities Company Limited | Interest in controlled corporation | 30,080,000 | 7.72% | Credit Facilities Subject to Specific Performance Covenant by Controlling Shareholder A loan facility agreement with Chericourt Company Limited included a covenant requiring Vanke to beneficially own at least 30% of Future Best Developments Limited, which has since been fully repaid and cancelled - The loan facility agreement included a covenant requiring Vanke, the controlling shareholder, to beneficially own at least 30% of the share capital of Future Best Developments Limited, an indirect wholly-owned subsidiary of the Company[77] - As of the publication date of this interim report, the outstanding bank loans of HKD 354 million have been fully repaid, and the available commitment under the loan facility has been cancelled, with no further related obligations[77] Disclosure Pursuant to Rule 13.22 of the Listing Rules As of June 30, 2024, the Group provided financial assistance and guarantees totaling approximately HKD 671 million to associates Goldrich and Champion Estate (HK) Limited, exceeding the 8% asset ratio under Listing Rule 14.07(1) Financial Assistance and Guarantees to Associates | Item | Amount (HKD millions) | | :--- | :--- | | Amount Due from Goldrich | 32 | | Loan to Champion HK | 267 | | Guarantee for financing granted to Champion HK | 372 | | Total | 671 | - This total amount exceeds the 8% asset ratio as defined by Listing Rule 14.07(1)[78] Pro Forma Consolidated Statement of Financial Position of Associates (June 30, 2024) | Indicator | Pro Forma Consolidated Statement of Financial Position (HKD millions) | Group's Share of Interest (HKD millions) | | :--- | :--- | :--- | | Non-current Assets | 126 | 25 | | Properties Under Development | 882 | 441 | | Current Assets | 48 | 13 | | Current Liabilities | (53) | (25) | | Non-current Liabilities | (1,000) | (453) | | Net Assets | 3 | 1 | Publication of Interim Report The interim report is available in print and published on the Company's and HKEX websites, with shareholders able to change their communication preferences - The interim report has been published on the Company's website (www.vankeoverseas.com) and the HKEX website (www.hkexnews.hk)[81](index=81&type=chunk)